NewGenIvf Group Limited(NIVF) - 2024 Q4 - Annual Report

Share Structure - As of April 3, 2024, there are 10,149,386 Class A ordinary shares outstanding[42] - Major shareholders include Fong, Hei Yue Tina with 2,326,000 shares (22.9%) and Siu, Wing Fung Alfred with 1,779,500 shares (17.5%) [33] - A total of 8,319,988 warrants are outstanding, each exercisable at $11.50 per share[60] - The company is authorized to issue a maximum of 101,000,100 shares, including 100,000,000 Class A ordinary shares[42] - The Class A ordinary shares are listed on the Nasdaq Global Market under the symbol "NIVF"[39] Auditor and Financial Reporting - Following the Business Combination, Onestop has been engaged as the independent auditor of the company[66] - The previous auditor, Marcum Asia, was dismissed effective April 3, 2024, with no adverse opinions reported on their financial statements[67] - The annual report for the year ended December 31, 2023, has been filed with the SEC, including audited financial statements for both 2023 and 2022[75] - Marcum Asia has been engaged to provide a letter to the SEC regarding the disclosures made by PubCo in the report[70] - The company has not reported any disagreements or reportable events related to its financial statements during the specified periods[69] Legal and Compliance - The company has no material legal or administrative proceedings currently pending[38] - There are no significant changes reported in the company's financial condition[39] - The company is in compliance with the requirements for filing on Form 20-F, as certified by the Chief Executive Officer[78] Corporate Agreements and Plans - The merger agreement with NewGenIvf Limited has undergone multiple amendments, with the latest being on March 1, 2024[77] - The company has incorporated various agreements related to its operations, including lease contracts and service agreements, into its registration statement[77] - The financial disclosures include a Receivables Purchase Agreement dated December 28, 2022, which is part of the company's financial strategy[78] - The report includes a list of subsidiaries, which is essential for understanding the company's structure and operations[77] - The company has established a 2024 Share Incentive Plan to align employee interests with shareholder value[77]